TheChek News Flow

The minority shareholders of EDF are not letting go in the face of the next takeover bid by the State at 12 euros per share on the 15.9% of the capital that it does not yet possess. If this price represents a premium of 53% compared to the closing price of July 5, the day before the announcement by the Prime Minister of the renationalization project, some consider it insufficient. Reuters revealed today that the Association for the Defense of Minority Shareholders (Adam) had sent a letter to EDF CEO Jean-Bernard Lévy.

The association chaired by Colette Neuville urges the leader to go to court to claim 8.34 billion euros in compensation from the State after the government's decision in January to increase the volumes of nuclear electricity sold at reduced prices to competitors of the group, a measure intended to limit the rise in invoices, indicates the press agency.

"Admittedly, EDF filed an appeal with the Council of State two weeks ago to this effect, but Adam considers that only an action before an administrative court before the filing of the takeover bid with the Autorité des marchés financiers (AMF) would be able to influence the decision of the regulator and that the amount of the estimated damage be taken into account in the valuation of the company”, explains Reuters.

At the same time, the association Energie en actions, which represents employee shareholders and former employees of EDF, told Reuters that it was working hard to sue the State which it accuses of having jeopardized the financial health of the French group.

EDF was listed on the stock market in 2005 at a price of 32 euros per share.

Les actionnaires minoritaires d'EDF ne lâchent pas prise face à la prochaine OPA de l'Etat à 12 euros par titre sur les 15,9% du capital qu'il ne possède pas encore. Si ce prix représente une prime de 53% par rapport au cours de clôture du 5 juillet, veille de l'annonce par la Première ministre du projet de renationalisation, certains la juge insuffisante. Reuters a ainsi révélé aujourd'hui que l'Association de défense des actionnaires minoritaires (Adam) avait envoyé une lettre au PDG d'EDF, Jean-Bernard Lévy.

L'association présidée par Colette Neuville exhorte le dirigeant à aller en justice pour réclamer 8,34 milliards d'euros de compensation à l'Etat après la décision en janvier du gouvernement d'augmenter les volumes d'électricité nucléaire vendu à prix réduit aux concurrents du groupe, une mesure destinée à limiter la hausse des factures, indique l'agence de presse.

"Certes, EDF a déposé il y a deux semaines un recours auprès du Conseil d'Etat en ce sens mais l'Adam estime que seule une action devant un tribunal administratif avant le dépôt du projet d'OPA à l'Autorité des marchés financiers (AMF) serait en mesure d'influencer la décision du régulateur et que soit pris en compte le montant du préjudice estimé dans la valorisation de l'entreprise", explique Reuters.

En parallèle, l'association Energie en actions, qui représente des actionnaires salariés et anciens salariés d'EDF, a déclaré à Reuters qu'elle travaillait ardemment pour poursuivre l'Etat à qui elle reproche d'avoir mis en péril la santé financière du groupe français.

EDF a été introduit en Bourse en 2005 au prix de 32 euros par action.

Former executive accuses social-media company of failing to protect sensitive user data and lying about security problems

Twitter Inc.’s TWTR -3.23% former head of security filed a whistleblower complaint against the company, accusing it of failing to protect sensitive user data and lying about its security problems, just weeks ahead of the social-networking platform’s courtroom battle with Elon Musk.

Peiter Zatko, who says he was fired as Twitter’s head of security earlier this year, submitted the complaint last month to the Securities and Exchange Commission, according to a representative of Whistleblower Aid, an organization that helped file the claims. His submission says that he “uncovered extreme, egregious deficiencies by Twitter in every area of his mandate,” including privacy, digital and physical security, platform integrity and content moderation.

Among Mr. Zatko’s claims are that Twitter executives, including CEO Parag Agarwal, deliberately undercounted the prevalence of spam on the platform. Those claims could further complicate Twitter’s battle with Mr. Musk, whom the company sued in July to enforce a $44 billion takeover deal. Mr. Musk has alleged Twitter misrepresented its business, particularly as it relates to the level of spam or bot accounts—claims Twitter denies.

A five-day nonjury trial is slated to begin in October

The existence of the whistleblower complaint was earlier reported by the Washington Post and CNN.

A Twitter spokeswoman said Mr. Zatko was fired “for ineffective leadership and poor performance” and that the complaint “is riddled with inconsistencies and inaccuracies and lacks important context.”

A lawyer for Mr. Musk said: “We have already issued a subpoena for Mr. Zatko, and we found his exit and that of other key employees curious in light of what we have been finding.”

Twitter shares were down roughly 3% in early trading.

Conclusion comes after government review of increased interest from billionaire Patrick Drahi

BT has said the UK government will take no further action over a move by French group Altice to increase its stake in the former British telecoms monopoly after a review in light of a national security act.

The UK government this year examined security implications of the 18 per cent holding by Altice, the investment vehicle controlled by billionaire Patrick Drahi. Altice had increased its BT stake from 12 per cent.

The UK decided Drahi would not have to reduce or sell his stake in BT, the British telecoms group said on Tuesday.

Speculation about Drahi’s intentions has intensified since he first spent £2bn on a stake in June last year. He has made debt-fuelled buyouts of companies in France, Portugal and the US in the past.

The National Security and Investment Act, which came into force last year, gives the secretary of state the power to call in transactions they “reasonably suspect give rise to or may give rise to a risk to national security”, according to a business department document.

Subpoena is first sign the social-media firm’s co-founder will be an official part of the legal fight over Tesla CEO’s $44 billion takeover deal

Elon Musk’s lawyers have sent a subpoena to Jack Dorsey, the first indication that Twitter Inc.’s TWTR -2.23% co-founder and former chief executive will be officially involved in the legal fight over Mr. Musk’s stalled $44 billion deal.

Mr. Musk is seeking documents from Mr. Dorsey relating to the effect of false or spam accounts on the social-media platform’s business. The Tesla Inc. TSLA -2.28% CEO is also seeking information about Twitter’s use of monetizable daily active users, or MDAUs, as an important metric and any other metrics the company might use to describe user or advertiser engagement.

Twitter sued Mr. Musk in July for attempting to abandon his takeover of the company. A five-day trial for the case is scheduled to start Oct. 17 in Delaware Chancery Court. Mr. Musk countersued earlier this month, accusing the company of fraud for allegedly misrepresenting the condition of the business and metrics about users on the platform

The subpoena sent to Mr. Dorsey, dated Aug. 19 and made public Monday, is one of dozens that have been issued by both parties in the case in recent weeks, including to members of Mr. Musk’s inner circle of Silicon Valley investors, friends and financial backers. It is particularly noteworthy given Mr. Dorsey’s former role at Twitter and the yearslong relationship between the two men.

“Elon is the singular solution I trust,” Mr. Dorsey tweeted on April 25, the day Twitter accepted Mr. Musk’s bid. “I trust his mission to extend the light of consciousness.”

A lawyer representing Mr. Dorsey didn’t immediately respond to a request for comment. Mr. Musk’s attorneys declined to comment. A spokesman for Twitter declined to comment.

Mr. Dorsey, who resigned from Twitter late last year under pressure from its board, was among those whispering in Mr. Musk’s ear that Twitter should be a private company, The Wall Street Journal reported in April.

The billionaires have been seemingly friendly for years, exchanging messages on Twitter on shared topics of interest such as cryptocurrency. In early 2020, while Mr. Dorsey was on stage at a Twitter all-hands event in Houston, he called Mr. Musk on FaceTime. Both men have stood out for running two tech companies at the same time. Mr. Dorsey was once simultaneously CEO of Twitter and payments company Block Inc., SQ -1.82% formerly known as Square. Mr. Musk is currently CEO of Tesla and Space Exploration Technologies Corp., or SpaceX.

After stepping down from the top job at Twitter in late 2021, Mr. Dorsey was openly critical of the company and its board of directors, many of whom he put in their roles. On Twitter he took a vague swipe at the board and seemingly endorsed criticism of a core feature of the platform that was instituted more than a decade earlier when he was chairman.

When Mr. Musk mocked Twitter’s top legal boss on April 28 on its own platform, prompting online attacks toward her from his followers, Mr. Dorsey didn’t take a public stand. At the time, current and former Twitter employees said Mr. Dorsey’s lack of public comment shocked them because in 2018 he committed to reducing abuse and harassment on the platform.

“We have witnessed abuse, harassment, troll armies, manipulation through bots and human-coordination, misinformation campaigns, and increasingly divisive echo chambers,” he tweeted that year.

Mr. Dorsey hasn’t publicly weighed in on the legal dispute between Mr. Musk and Twitter in a substantive way and hasn’t made a public statement about Mr. Musk’s prospective ownership or decision to abandon the deal since he tweeted his support in April.

According to Twitter’s 2022 proxy statement, Mr. Dorsey owns about 18 million shares in Twitter. At the agreed takeover price of $54.20, that would value his stake at roughly $1 billion.

The outcome of the nonjury trial in October will be decided by Chancellor Kathaleen McCormick, and her ruling could set a new standard for when buyers can or can’t walk away from deals.

In addition to Mr. Dorsey, Mr. Musk’s lawyers have also sent a subpoena to former Twitter employee Kayvon Beykpour, who was general manager of the company’s consumer business until May. Mr. Beykpour tweeted that he was asked to leave the company while he was on paternity leave. One of Mr. Musk’s counterclaims is that Twitter made firing decisions without his consent in violation of the merger agreement. Twitter has argued that making personnel changes is within its rights under the deal’s terms.

Mr. Musk has said in regulatory and court filings that he wanted out of the deal primarily because Twitter hadn’t provided the necessary data and information he needs to assess the prevalence of fake or spam accounts.

According to court filings, Mr. Musk’s lawyers appear to be looking for evidence to support counterclaims that Twitter is guilty of being dishonest about how it measures spam and fake accounts on its platform, including the number of monetizable daily active users that the company claims it has. Twitter has said for years that it estimates fewer than 5% of its monetizable daily active users are spam and fake accounts, a figure Mr. Musk has disputed.

Twitter rejects that assertion and argues that Mr. Musk hasn’t adhered to the deal terms, including violating a nondisclosure agreement and then bragging about it on Twitter.

Twitter also has alleged that Mr. Musk soured on the deal when markets turned and he lost significant personal wealth. Twitter has sent subpoenas to banks and investors seeking, among other things, documents and communications about Mr. Musk’s efforts to finance the takeover.

Subpoena is first sign the social-media firm’s co-founder will be an official part of the legal fight over Tesla CEO’s $44 billion takeover deal

Elon Musk’s lawyers have sent a subpoena to Jack Dorsey, the first indication that Twitter Inc.’s TWTR -2.23% co-founder and former chief executive will be officially involved in the legal fight over Mr. Musk’s stalled $44 billion deal.

Mr. Musk is seeking documents from Mr. Dorsey relating to the effect of false or spam accounts on the social-media platform’s business. The Tesla Inc. TSLA -2.28% CEO is also seeking information about Twitter’s use of monetizable daily active users, or MDAUs, as an important metric and any other metrics the company might use to describe user or advertiser engagement.

Twitter sued Mr. Musk in July for attempting to abandon his takeover of the company. A five-day trial for the case is scheduled to start Oct. 17 in Delaware Chancery Court. Mr. Musk countersued earlier this month, accusing the company of fraud for allegedly misrepresenting the condition of the business and metrics about users on the platform

The subpoena sent to Mr. Dorsey, dated Aug. 19 and made public Monday, is one of dozens that have been issued by both parties in the case in recent weeks, including to members of Mr. Musk’s inner circle of Silicon Valley investors, friends and financial backers. It is particularly noteworthy given Mr. Dorsey’s former role at Twitter and the yearslong relationship between the two men.

“Elon is the singular solution I trust,” Mr. Dorsey tweeted on April 25, the day Twitter accepted Mr. Musk’s bid. “I trust his mission to extend the light of consciousness.”

A lawyer representing Mr. Dorsey didn’t immediately respond to a request for comment. Mr. Musk’s attorneys declined to comment. A spokesman for Twitter declined to comment.

Mr. Dorsey, who resigned from Twitter late last year under pressure from its board, was among those whispering in Mr. Musk’s ear that Twitter should be a private company, The Wall Street Journal reported in April.

The billionaires have been seemingly friendly for years, exchanging messages on Twitter on shared topics of interest such as cryptocurrency. In early 2020, while Mr. Dorsey was on stage at a Twitter all-hands event in Houston, he called Mr. Musk on FaceTime. Both men have stood out for running two tech companies at the same time. Mr. Dorsey was once simultaneously CEO of Twitter and payments company Block Inc., SQ -1.82% formerly known as Square. Mr. Musk is currently CEO of Tesla and Space Exploration Technologies Corp., or SpaceX.

After stepping down from the top job at Twitter in late 2021, Mr. Dorsey was openly critical of the company and its board of directors, many of whom he put in their roles. On Twitter he took a vague swipe at the board and seemingly endorsed criticism of a core feature of the platform that was instituted more than a decade earlier when he was chairman.

When Mr. Musk mocked Twitter’s top legal boss on April 28 on its own platform, prompting online attacks toward her from his followers, Mr. Dorsey didn’t take a public stand. At the time, current and former Twitter employees said Mr. Dorsey’s lack of public comment shocked them because in 2018 he committed to reducing abuse and harassment on the platform.

“We have witnessed abuse, harassment, troll armies, manipulation through bots and human-coordination, misinformation campaigns, and increasingly divisive echo chambers,” he tweeted that year.

Mr. Dorsey hasn’t publicly weighed in on the legal dispute between Mr. Musk and Twitter in a substantive way and hasn’t made a public statement about Mr. Musk’s prospective ownership or decision to abandon the deal since he tweeted his support in April.

According to Twitter’s 2022 proxy statement, Mr. Dorsey owns about 18 million shares in Twitter. At the agreed takeover price of $54.20, that would value his stake at roughly $1 billion.

The outcome of the nonjury trial in October will be decided by Chancellor Kathaleen McCormick, and her ruling could set a new standard for when buyers can or can’t walk away from deals.

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